PACA RM Contributor Agreement 9-2010

COMPANY RM CONTRIBUTOR AGREEMENT

Contributor Agreement (“Agreement”) effective as of Date (“Effective Date”) between Companywith offices at Name Of Company(“Company”) and Name Of Contributor, located at ______(“Contributor”). Contributor and Company have determined that it is in their mutual best interest to enter into this Agreement whereby Contributor shall submit, and Company shall distribute Accepted Images for licensing to clients worldwide in either its Rights Managed Collections either directly or through Third Party Distributors upon the terms and conditions, contained in this Agreement.

1.DEFINITIONS

1.1“Accepted Images” means Images submitted by Contributor to Companyand accepted by Company for inclusion in its Rights Managed (RM) Collections.

1.2“Contributor” means the individual owner and copyright holder of the Accepted Images or one authorized by written agreement with owner and copyright holder to represent the Images and enter into this Agreement on behalf of copyright owner.

1.3“Confidential Information” means information designated as confidential or proprietary by the disclosing party, or known by the receiving party to be confidential.

1.4“Images” means all types of visual Images (stills or motion) including but not limited to photographs, color transparencies, black and white or color prints, drawings, illustrations, paintings, footage and frames from film footage, video and frames from video, digital Images,digital illustrations, composites, Images derived from digital 3D scenes created within 3D programs and shall include keywords, descriptions, credits and captions associated therewith.

1.5“Net License Fees” means the gross license fees received by Company after deduction of currency conversion costs, sales tax, use tax or any other taxes or duties, bank transfer fees and Third Party Licensee commission where applicable.

1.6“Product” means any compilations of Images to promote the business of Company and its Third Party Distributors, and/or to distribute and license Accepted Images, including but not limited to printed catalogs, advertising and promotions, CD-ROMs, DVDs, Internet websites, hand held devices and other distribution systems, whether now known or which may become known in the future.

1.7“Rights Managed” means the limited licensing of Images based on usage and time restrictions.

1.8“Similars” means an Image that is substantially similar to any Accepted Image and which may reasonably cause an industry professional viewing the image to believe it is the same or substantially the same image, whether in color or black and white. Images shall not be considered Similars based only on their subject matter.

1.9“Stock Picture Library” means any stock picture company, stock film library, on-line image service, royalty free or clip art provider, or any other similar entity that is in the business of licensing, distributing, providing, selling or otherwise exploiting Images anywhere in the world.

1.10“Third Party Distributor” means any distributor or marketing entity with which Company enters into a marketing and sub-licensee Agreement for the promotion and licensing of Accepted Images.

2. SUBMISSION AND ACCEPTANCE OF IMAGES

2.1Submission Guidelines. Contributor agrees to abide by the current Company submission guidelines for submitting Images to Company. Company may modify or change such guidelines upon written notice and such change shall apply to Images submitted by Contributor after such changes.

2.2Acceptance. Company may accept or reject any Images submitted to it in its sole and absolute discretion. Companyis not obligated to return rejected Images. Contributor acknowledges that some Images may become out of date or not marketable for one reason or another and that Company may delete such Images from its collection and will notify Contributor of such action. Company reserves the right to deem any model or property release unacceptable and to remove from its collection any Accepted Image that is associated with an unacceptable release.

2.3Ownership of Images. Accepted Images shall at all times be and remain the exclusive property of the Contributor to be used by Company and its Third Party Distributors solely for the purposes described in this Agreement. The Accepted Images shall not be considered assets of Company in the event of a voluntary or involuntary bankruptcy.

2.4Copyright and Crediting. Contributor retains copyright of its Accepted Images. Company shall advise its licensees and Third Party Distributors to include a credit notice as designated by Contributor where appropriate and practical along with the Accepted Images. Such notice may include Company’s name as the source of the Image. Contributor specifically waives anymoral rights with respect to the Accepted Images.

2.5Copyright Registration. Company recommends that Contributors register Images with the Copyright Office prior to submission.

3. RELATIONSHIP AND DUTIES

3.1Grant of Rights. Subject to this Agreement, Contributor grants Company an [exclusive/non-exclusive] license to distribute Contributor’s Accepted Images throughout the world and all rights to grant sublicenses to Accepted Images, and to reproduce, distribute, publish, transmit, broadcast, display, exhibit, adapt, crop, modify, recast or enhance any Accepted Image, alone or in combination with any other material, in any media or embodiment, now known or later developed, for any purpose. Company is specifically authorized to employ the services of Third Party Distributors throughout the world in its licensing and marketing efforts. With respect to Images submitted for editorial purposes only, the right to adapt, crop, recast, enhance or modify a work is limited to minor cropping and adaptations that do not alter the integrity of the Images.

3.2Trademark and Promotion License. Contributor grants Company and its Third Party Distributors, the right, but not the obligation to use Contributor’s name, trademarks and trade names and the right to reproduce, display, transmit, broadcast and adapt any Accepted Image to promote, advertise and market Company, Contributor and its Third Party Distributors’ Products and services; and Contributor agrees that no compensation or further consent is due for the use of Accepted Images in Company’sor its Third Party Distributors’ Products, promotion, advertising and marketing. Company shall endeavor to credit the Contributor where practicable. This trademark license shall automatically terminate upon the termination or expiration of this Agreement.

3.3Exclusivity. [Optional] Contributor agrees not to supply to any other Stock Picture Library any Accepted Images or any Images that are Similar to any of Contributor’s Accepted Images submitted on an exclusive basis, and that none of the Accepted Images (or Similars) submitted to a Rights Managed collection will be or have been submitted or licensed as Royalty Free or subscription based models.

3.4Reserved Rights Notwithstanding the grant of rights contained in Paragraph 3, Contributor retains the right to use any Accepted Image or Similars for personal, noncommercial purposes, such as portfolio, exhibition, single photographer publication, fine art prints, personal website and self-promotion. Contributor reserves the right to endorse products and services. In the event any Accepted Images are used in any endorsement, Contributor shall notify Company of the use to avoid any image conflict. [Company shall not license any Accepted Image for fine art prints without the Contributor’s prior written consent.]

3.5Licensing Terms. Company shall have complete and sole discretion regarding the terms, conditions and pricing of Images licensed or sublicensed to third parties. Company shall have complete and sole discretion as to delivery methods and distribution of the Images, including without limitation, single image download, multiple image disc or other pricing method.

3.6Right to Commence Legal Action. [Omit 3.6 if non-exclusive] Provided Contributor has elected to grant Company exclusive rights in Section 3.1, Contributor grants Company the exclusive right, at its expense, to determine in its sole and reasonable discretion, without obligation, if and when any legal action shall be pursued with regard to the Accepted Images, and to defend claims and counterclaims related to the Accepted Images. Company shall have complete discretion regarding its choice of attorney. Settlements shall not be subject to Contributor’s prior approval; however Company shall not enter into any settlement that shall impair Contributor’s ownership or copyright in the Accepted Images. Contributor agrees to cooperate with Company, providing, if requested, all reasonable assistance to Company. Contributor agrees to be named in and beingjoined in as a party to any proceeding in connection with the prosecution or defense of any legal claim. If Company declines to bring a claim, Contributor retains the right to bring an action in its own name, at its own expense. In the event of anyrecovery, whether settlement or otherwise, Contributor shall pay Company the same percentage as it would receive under Paragraph 4.2 after payment of all reasonable costs, expenses, expert witness fees and attorneys’ fees.

4. ROYALTY PAYMENT

4.1Commission and Statements. On a [monthly] basis, Company shall remit to Contributor:

a)XX percent (XX%) of Net License Fees received from the licensing of Images from the previous reporting period for Images licensed on a Rights Managed basis.

4.2Royalty Statement. Company shall provide Contributor with a royalty statement setting forth the licensing by Companyof the Accepted Images during that reporting period. Unless otherwise agreed upon in writing by both parties, all payments will be made in US dollars. Any credit for foreign taxes may be claimed only by Company.

4.3Legal Awards or Settlements. The Contributor shall receivexxpercent (XX%) of all amounts received by Company as a result of a settlement or lawsuit relating to the Images, after payment of all reasonable costs, expenses, expert witness fees and attorneys’ fees.

4.4 Credit For Refunds. In the event that a refund of a payment received or accrued from a third party is required, Company is specifically authorized to deduct Contributor’s share of this overpayment from any subsequent amount due Contributor.

4.5Other Deductions. Upon written Agreement, Company shall deduct any authorized scanning and processing charges (if any) from Contributor’s royalty payments and shall itemize any such deduction in the applicable royalty report.

4.6Commissions After Termination. The Contributor acknowledges clients may use or reuse, or be billed for subsequent reuse of Accepted Images after Termination of the Agreement. Accordingly, Contributor specifically agrees that Company has the non-exclusive right to license and retain its commission for such use or re-use of any Accepted Images which might take place for a period of one-year after this Agreement terminates. Company will continue to report to Contributor as set forth in Section 4.1.

4.7Audit Rights. Contributor has the right, once during any twelve (12) month period, at his or her expense, upon at least two weeks written notice and during regular business hours, at a location and time approved by Company, to have an independent audit performed of Company’s books and records solely as they pertain to Contributor’s Images within the two year period prior to the audit. Such audit shall be conducted by an individual or firm experienced in royalty audits. If Company has underpaid Contributor by [xx percent xx % or more],Company shall reimburse Contributor for the cost of the audit. This right is subject to the auditor’s execution of Company’s current non-disclosure agreement.

5. TERM AND TERMINATION

5.1 Term. This Agreement will begin on the Effective Date set forth above and shall last for an initial term of [xx(xx)] years. After this initial term, at each expiration date this Agreement will automatically be renewed for successive one (1) year terms unless and until one party notifies the other in writing of its wish to terminate this Agreement at least [xx( xx )] days prior to the beginning of the next term.

5.2 Early Termination. Either party may terminate immediately by giving the other party written notice of termination, if the other party fails to cure any breach of or default under this Agreement within [xx( xx )] days after it receives written notice of suchbreach or default, or should either party become insolvent, or be subject to bankruptcy, either may terminate immediately.

5.3Continued Rights. Regardless of Termination of this Agreement, Company will be entitled to continue to license any Image if it is featured in a print Product, for a period of three years from the date of first inclusion in its print Product and for a period of one year from the date of first inclusion in any electronic, online or web based Product. Termination will not affect any licenses with respect to Images granted to any licensee, such licenses will continue in full force and effect according to its terms.

5.4Effect of Termination. Within a reasonable time after termination or expiration of this Agreement, Company shall delete all digital files representing the Accepted Images. Notwithstanding, Company may retain digital files of Accepted Images as part of its back-up media.

6. LIMITATION OF LIABILITY

6.1No Liability for Irreplaceable Material. Pursuant to its submission guidelines, Company, unless expressly agreed to for scanning and imaging purposes, does not accept original film, transparencies or any other irreplaceable materials (“Irreplaceable Materials”). In the event Irreplaceable Materials are submitted to Company, Company will make all reasonable efforts to protect and preserve the Irreplaceable Materials, and exercise commercially reasonable care in the handling of the Irreplaceable Materials. Notwithstanding, Contributor agrees that Company is not liable for any damage, loss to or failure to return Irreplaceable Materials or any Images submitted or for damage to any of Contributor’s Irreplaceable Materials, whether arising from negligence, breach of contract or otherwise, except for acts of gross and willful negligence. Company shall return the Irreplaceable Material to Contributor after needed for scanning and imaging purposes. Company shall not be liable for any misuse of Accepted Images by third parties.

6.2 COMPANY’S LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL COMPANY’S LIABILITY (WHETHER IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE) FOR LOSS, DAMAGE OR MISUSE TO ANY IMAGE PROVIDED TO COMPANY EXCEED $100 PER IMAGE OR THE AGGREGATE OF $10,000, REGARDLESS OF THE NUMBER OF CLAIMS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXCEPT FOR LIABILITY TO THIRD PARTIES ARISING UNDER SECTION 7 HEREOF OR ARISING FROM A BREACH OF SECTION 9, NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

7. CONTRIBUTOR WARRANTIES

7.1.1. Contributor represents and warrants that:

7.1.2.Contributor has the full right and authority to execute this Agreement and perform its obligations according to its terms;

7.1.3 Contributor is the sole owner or the legal representative of the owner of all Accepted Images; and has the authority to grant the exclusive license to Company under Section 3 herein;

7.1.4 To the best of Contributor’s knowledge, after due investigation, no Accepted Image infringes on the rights of privacy or publicity, rights of any statutory or common law copyright, trademark or other intellectual property rights, defames any third party, is pornographic or obscene, or violates any other third party right;

7.1.5 There are no sales restrictions of any kind on any Accepted Images except those submitted in writing at timeof submission;

7.1.6 Contributor shall submit in writing all sales history of any Accepted Images or its Similars at time of submission with respect to Rights Managed Images;

7.1.7. The caption, keywords, copyright and all other information provided to Company is accurate and complete and in accordance with Company’s then current submission guidelines. To the extent caption information supplied to clients by Company on any Accepted Image differs from the information supplied toCompanyby Contributor, the accuracy of such information shall be Company’s sole responsibility;

7.1.8 A valid release, either model/and or property has been obtained where necessary and appropriate for each Accepted Image and Company may use such Accepted Images without obtaining any additional consents or permissions or the payment of additional fees to third parties. The Contributor shall provide true copies of releases for each Accepted Image at the time of the delivery of the Image. Contributor shall identify the released Images according to Company’s then current submission guidelines.

8. COMPANYWARRANTIES

Company represents and warrants that:

8.1 It has the full right and authority to execute and perform its obligations under this Agreement according to its terms;

8.1.1 It shall use commercially reasonable efforts to market and license Accepted Images;

8.1.2 It shall not knowingly license an Image for any pornographic, defamatory, libelous, or otherwise illegal use.

9. INDEMNIFICATION

9.1Contributor agrees to indemnify and to hold Company and its officers, directors, employees and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney’s fees and expenses) arising from any breach of any representation or warranty, any failure to perform any covenant or agreement under this Agreement. Contributor agrees that Company may retain any amounts due to Contributor under this Agreement to the extent Company is owed any sum under this Section 9.1, provided, however, that Company shall consult in good faith with Contributor. Notwithstanding the foregoing, Contributor will not have any liability for costs arising solely and directly from

(i) any addition to or change, omission or deletion by Company of information supplied by Contributor or

(ii) use of any Accepted Image in a manner not permitted by the terms of this Agreement, including any restrictions supplied to Company in writing by Contributor.

9.2 Company shall indemnify and hold Contributor and, if it has them, its officers, directors, employees and agents harmless from any claims, liabilities, losses and damages (including reasonable attorney’s fees and expenses) arising from any breach of any representation or warranty, any failure to perform any covenant or agreement under this Agreement.

10. MISCELLANEOUS

10.1Confidentiality Obligation. During the term of this Agreement and for as long after its expiration or termination as either party possesses any Confidential Information, each party agrees to not disclose any Confidential Information of the other party to any third party or use any of the Confidential Information except as necessary to perform that party's obligations under this Agreement. Confidential information includes but is not limited to information concerning marketing plans, financial results, pricing schedules, product lines, product plans, proprietary technology, research information, practices, trade secrets, and any and all other information as deemed confidential by the disclosing party which is not generally known to the public.